Last Updated: January 2, 2015
This top section is a summary of the terms below. It is provided as an aid to your understanding – but be sure to read the entire document, because when you agree to it, you are indicating you accept all of it, not just this summary:
- You must be at least 18 to be a Developer of Modules or have your parent consent, supervise and interact with our services on your behalf.
- You must comply with all applicable terms and policies, including guidelines around privacy and content.
- We can remove your Module(s) from the Sidekick Marketplace if we find it/them harmful or objectionable or if you violate our policies or these Terms.
- You are solely responsible for your Modules, which means you’re responsible for export regulations, compliance with laws, certain taxes and support.
- Don’t do anything illegal or that could hurt us or others.
- We’re not responsible for your use of the Sidekick Marketplace, your Modules, or the actions of other users, including other developers.
- You’ll be responsible for your Modules and your use or misuse of the Sidekick Marketplace.
FlowPress Inc. (“FlowPress”, “us” or “we”), located at Ryerson Digital Media Zone, 10 Dundas Street East, Sixth Floor, Toronto, Ontario, Canada, M5B 2G9, is committed to promoting choice and innovation on the web. To this end, we created the “Sidekick Marketplace” – a publicly available website allowing you to distribute your Modules to users for use on WordPress-based websites.
As a Developer, you can distribute Modules (as defined below) through the Sidekick Marketplace:
- “Composer” means FlowPress’ proprietary software application used for the design and development of Modules accessed, released, sold and used in conjunction with the Sidekick Platform and Sidekick Marketplace.
- “Module(s)” means the collections or sets of Walkthrough(s) as provided to you through the Sidekick Marketplace which are integrated into the Sidekick Platform.
- “Sidekick Platform” means the platform known as “Sidekick” as integrated into WordPress-based websites and owned, operated and supplied by FlowPress.
- “Walkthroughs” are extensions and applications written using open source technologies licensed under the current terms of the GNU GPL, or, your own proprietary web technologies that can run on the Sidekick Platform that can run on the Sidekick Platform that allow you to extend the functionality of the Sidekick Platform.
Terms Governing Your Use of Sidekick Marketplace
Acceptance of Terms
By using the Sidekick Marketplace, you agree that you are at least 18 years old or are acting with the consent and supervision of your parent; and you have full power, capacity, and authority to accept these Terms on behalf of yourself, or if applicable, your employer or other entity that you represent.
As we innovate and introduce new features for the Sidekick Marketplace, these Terms may need to change. We reserve the right to change these Terms at our sole discretion and if we make material changes, we will provide you notice.
Management of Sidekick Marketplace
As between you and FlowPress, you are solely responsible for your Modules. Because we need to be able to manage the Sidekick Marketplace (including preventing abuse), the inclusion and display of any Modules in the Sidekick Marketplace is at FlowPress’ sole discretion. FlowPress, its community, or FlowPress’ third party providers may at any time review or test any of your Modules for compliance with these Terms and any other applicable policies. FlowPress reserves the right to conduct, at any time and from time to time, in its sole and absolute discretion, certain quality assurance procedures to ensure that your Modules is in compliance with the Terms.
You acknowledge that the Sidekick Marketplace does not currently allow the selection of delivery of Modules to specific devices or in specific countries or jurisdictions.
You are solely responsible for the relationship between you and the end users of your Modules, and understand that such terms will be conveyed to Sidekick end users through the Sidekick EULA.
Appointment of FlowPress as Reseller
On the terms and subject to the conditions set forth herein, you appoint FlowPress as an independent, non-exclusive authorized reseller of the Modules on the Sidekick Marketplace, and FlowPress hereby accepts such appointment. Without limiting the generality of the foregoing, you reserve the right to advertise and promote the Modules, and to appoint third parties to advertise and promote Modules, provided, any marketing of the Modules must refer to the Module(s) as being sold in the Sidekick Marketplace. Further, FlowPress reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of its own marketing and/or listing of the Modules, or to discontinue the publication, distribution, sale or licensing of any or all of the Modules without liability of any kind.
Resale of Modules
You shall provide copies of your end user license agreements to FlowPress. FlowPress shall promptly review such agreements and advise you as to what revisions, if any, should be made to the end user license agreements for resale in the Sidekick Marketplace to ensure that the agreements comply with requirements of local law in the Market, and that FlowPress has protection concerning proprietary rights, warranty disclaimers and limitations of liability under such local law that are as least as stringent as the protection provided by Canadian law and the laws of the Province of Ontario. FlowPress may charge its end users for Modules at prices determined in FlowPress’ sole discretion. FlowPress shall distribute Modules together with related user documentation, and FlowPress’ end user license agreement as it may be modified by FlowPress for use in the Sidekick Marketplace. The relationship between the end user and FlowPress shall be as specified in the applicable EULA. Notwithstanding the foregoing, as between FlowPress and you, you shall be solely responsible for providing customer support to end users of the Sidekick Marketplace. You will notify FlowPress immediately in the event that you are unable to respond effectively to any end user request.
Revenue Share on Sale of Modules
While submission of Modules to the Sidekick Marketplace is free, you acknowledge that FlowPress may, in its discretion, sell the Modules to its end users and you acknowledge and agree that doing so will require the collection of fees in connection with the Modules by FlowPress through its own payment collection system.
In consideration of the rights granted hereunder, you shall be entitled to a royalty of % of Net Revenue derived from FlowPress’ exploitation of the Modules on the Sidekick Marketplace (the “Royalty”). The Royalty shall be calculated and paid to you on a calendar quarterly basis, payment to be made in the quarter following the quarter for which the Royalty was calculated. In the event the Royalty is less than $200.00 in any given calendar quarter, such Royalty payment shall be made in the following calendar quarter in which total Royalty payment exceeds $200.00. All applicable taxes (including, but not limited to, goods and services taxes and value added taxes) shall be applicable to the Fees. For the purposes of this Agreement, “Net Revenue” means all advances, royalties, fees or other monetary consideration actually paid to FlowPress for the Modules through the Sidekick Marketplace, less: any Affiliate Program Revenue Share (as defined below) paid out (a) as a result of your own promotion of your own Module(s) through the Affiliate Program; and, (b) otherwise paid to Affiliates in connection with your own Module(s); refunds actually taken or allowed; and, discounts, allowances and taxes to the extent that such items are reflected in the price charged and do not exceed reasonable and customary amounts.
Notwithstanding the foregoing, you are responsible for any and all tax obligations incurred by you in connection with your collection of the Royalty hereunder.
FlowPress encourages the promotion of Modules by others, and rewarding those others for spreading the word. Individuals or organizations who wish to promote Modules available through the Sidekick Marketplace (each an “Affiliate”) may do so by driving traffic to the Sidekick Platform or Sidekick or FlowPress websites and entering a promotional code with the purchase of a Module (in each instance, a “Coupon”).
When a Coupon is entered along with the purchase of a Module, the Affiliate shall be entitled to a certain percentage of the Net Revenues received by FlowPress as a result of such sale of Module (a “Affiliate Program Revenue Share”). The Affiliate Program Revenue Share shall, at all times, be subject to the discretion of FlowPress and may be unilaterally amended from time to time by FlowPress, in its sole and absolute discretion.
For clarity, while FlowPress appreciates you sharing and distributing Coupons in connection with your own Module(s), you shall not be entitled to receive any Affiliate Program Revenue Share of Net Revenues received as a result of the redemption of Coupons provided by you for use with the purchase of your own Module(s).
You are solely responsible for providing reasonable technical support to end users and you will make appropriate support contact information available (including by displaying it in each Module’s detail page) for customer support purposes. Failure to provide adequate support for your Modules(s) may result in low Modules reviews, less prominent Modules exposure, low sales, billing disputes, and even suspension or removal from the Sidekick Marketplace.
Marketing Your App in Sidekick Marketplace
You are responsible for uploading your Modules to the Sidekick Marketplace, providing accurate Modules product and service information to users regarding the features and functionality of your Modules, and accurately disclosing the security permissions and user data necessary for the Modules to function on user devices. If any product or service information is inaccurate or needs to be updated or modified, you agree to promptly make such updates or modifications. Unless you and FlowPress have a written agreement stating otherwise, your Modules shall not imply in any way that it is produced or endorsed by FlowPress.
Ratings & Statistics
In the future, Sidekick Marketplace will allow end users who access Modules for their own use to rate those Modules and provide commentary. FlowPress may provide aggregate statistics regarding your Modules usage to you. A subset of this information may be used to determine the placement of Modules in the Sidekick Marketplace and may be displayed publicly in the Sidekick Marketplace and through our APIs. While FlowPress will have access to this data, certain features of the Sidekick Marketplace allow you to keep some of the raw statistics private from other developers and users.
Withdrawals, Takedowns and Termination
Removal by You
You may remove any of your Modules from future distribution via the Sidekick Marketplace at any time, but you must comply with these Terms and your agreement with your end users. You agree that removing Modules from future distribution via the Sidekick Marketplace does not (a) affect the license rights of users who have previously purchased or downloaded the Modules, (b) remove your Modules from user machines, hardware, or other devices, or from any part of the Sidekick Marketplace where previously downloaded applications are stored on behalf of users (if any), or (c) change your obligation to deliver or support such Modules or services that have been previously purchased or downloaded by users.
FlowPress will not maintain on any portion of the Sidekick Marketplace any Modules that you have removed from the Sidekick Marketplace and provided written notice to FlowPress that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party’s right of publicity or privacy, or (iv) an allegation or determination that such Modules does not comply with applicable law. If your Modules is removed from the Sidekick Marketplace because of infringement, defamation, violation of publicity or privacy rights or applicable law as described above, you will refund to each end user who purchased such Modules in the 60 days preceding the date of takedown, the amount paid by such end user for such affected Modules.
If you remove all your Modules from the Sidekick Marketplace, you may terminate these Terms by providing FlowPress with 30 days prior written notice of such termination. All of your obligations under these Terms related to your Modules shall survive any termination of these Terms, including your obligation with respect to outstanding refunds, any representations and warranties as well as indemnification to FlowPress.
Upon removal by you, FlowPress’ payment obligations to you in connection with the Royalty will cease effective immediately upon the payment to you of any outstanding Royalty. Any other obligation of FlowPress shall cease immediately upon removal by you of the Module in question, to the extent applicable.
FlowPress has the right (though not the obligation) to, in FlowPress’s sole discretion, remove any content that, in FlowPress’s reasonable opinion, violates any FlowPress policy or is in any way harmful or objectionable.
Without limiting the foregoing, if FlowPress is notified by you or otherwise becomes aware and determines in its sole and reasonable discretion that any Modules or any portion thereof (including without limitation any trademark, logo or other brand feature associated with such Modules): (a) violates our marketplace review criteria or other Sidekick Marketplace policy; (b) may create liability for FlowPress or anyone else; or (c) violates these Terms, FlowPress may prevent the Modules from being made available in the Sidekick Marketplace, remove the Modules from the Sidekick Marketplace, flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), reclassify the Modules, or take other corrective action, at its sole discretion. If you have any questions or concerns regarding a removal, you may contact us at email@example.com.
Upon removal by FlowPress, FlowPress’ payment obligations to you in connection with the Royalty will cease effective immediately upon the payment to you of the any outstanding Royalty. Any other obligation of FlowPress shall cease immediately upon removal by you of the Module in question, to the extent applicable.
FlowPress may at any time suspend or terminate these Terms with you if FlowPress is no longer going to provide the Sidekick Marketplace or FlowPress believes you have violated any policies or breached these Terms.
FlowPress encourages you to make your Modules available under an open source license such as the GNU GPL for source code. You hereby grant to FlowPress and its affiliates a non-exclusive, worldwide, royalty-free, sub-licensable license under all of your rights necessary to make the Modules available in connection with the Sidekick Marketplace and other services or devices owned or licensed by or from FlowPress from time to time. The foregoing license includes, if applicable, the right (but not obligation) to pre-load such Modules on certain devices or systems which may come pre-loaded with Sidekick and provide Modules in connection with other products or services available from FlowPress.
Between FlowPress and you, each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. “Brand Features” means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time. Except to the limited extent expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to these Terms, you grant to FlowPress and its affiliates a limited, non-exclusive license during the term to display your Brand Features for use in connection with the Sidekick Marketplace. Nothing in these Terms gives you a right to use any of FlowPress’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
As between you and FlowPress:
1. all right, title and interest in and to the Module(s) and associated materials and documentation provided by you to FlowPress hereunder, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain your property, and such items may only be used by FlowPress as expressly permitted hereunder.
2. all right, title and interest in and to the Sidekick Platform, Composer and any and all associated materials and documentation provided by FlowPress to you hereunder, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain your property, and such items may only be used by you as expressly permitted hereunder.
You acknowledge that, over the course of this engagement, you may obtain Confidential Information of FlowPress.
You agree to maintain the Confidential Information as strictly confidential and not to disclose any Confidential Information to others outside your employ without the prior written consent of FlowPress.
You shall only disclose the Confidential Information to those of your employees and permitted agents and subcontractors who have a need to know and require access to the Confidential Information to as may be reasonably necessary in the exercise of your rights and obligations under this Agreement. You shall require each person who receives the Confidential Information to agree in writing, prior to such disclosure, to maintain the information as confidential on terms at least as restrictive as you treat your own confidential information.
Notwithstanding the foregoing, you may disclose Confidential Information:
1. that was or subsequently becomes publicly available other than by your own acts and other unlawful acts of third parties which, directly or indirectly, result in Confidential Information becoming publicly available (i.e. “hacking”, piracy, etc.);
2. that was already known to you prior to it being provided by FlowPress to you;
3. that was received by you from a third party without an obligation of confidence of any kind; and,
4. to the extent required by applicable law or by order of a court or other governmental authority of competent jurisdiction.
Upon the termination of this Agreement your shall return to FlowPress or destroy all Confidential Information of FlowPress which is then in your possession or control, and shall remove all digital representations and electronic manifestations of same in any form from all storage media in its possession or under its control.
For the purposes of this Agreement, “Confidential Information” shall be defined as the information, data and materials provided by FlowPress to you (including the Composer) in connection with your development and submission of the Modules to FlowPress.
FlowPress and its affiliates may include your Brand Features, screenshots, videos, and demonstrations of your Modules and any content contained in, accessed by, or transmitted through your Modules in presentations, marketing materials, marketing events, developer events, financial reports, website listings (including links to your website), press releases, and customer lists (which includes, without limitation, customer lists posted on FlowPress web sites) for purposes of marketing the Sidekick Marketplace, FlowPress products and services, or publicizing your Modules.
Representations and Warranties
You represent and warrant that:
1. You have and will maintain all necessary rights to post, display, perform, use, reproduce and transmit your Modules, worldwide, as well as the rights to authorize others (including FlowPress) to do the same;
2. Your Modules do not infringe on any third party intellectual property rights, or other rights;
3. Your Modules have been prepared using only source code licensed under the GNU GPL or owned or rightfully licensed by you;
4. You have used only the Composer to design and develop the Module submitted hereunder;
5. If your Modules contains any commercial identifiers such as a trademark, service mark, or trade dress, you have worldwide legal rights to use and authorize the use of the artwork, design, emblems, names, and other elements.
6. The descriptions and other data you provide about the Modules are true to the best of your knowledge; and
7. Your Modules is accompanied by an accessible agreement that describes the rights of its users.
Disclaimer of Warranties
THE SIDEKICK MARKETPLACE IS PROVIDED “AS IS”. FLOWPRESS, ITS CONTRIBUTORS, LICENSORS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS REQUIRED BY LAW, FLOWPRESS, ITS CONTRIBUTORS, LICENSORS, SUBSIDIARIES, AFFILIATES AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT FLOWPRESS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN NO EVENT SHALL FLOWPRESS’S AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS BE IN EXCESS OF THE GREATER OF (i) $100 OR (ii) THE TOTAL AMOUNTS PAID TO YOU BY FLOWPRESS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
You release FlowPress, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other users, including developers of Modules.
If any third party brings a claim against FlowPress related to your use of the Sidekick Marketplace or your Modules, you will defend and hold FlowPress harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
General Legal Terms
These Terms constitute the whole legal agreement between you and FlowPress and governs your use of the Sidekick Marketplace, and completely supercedes any prior agreements between you and FlowPress in relation to the Sidekick Marketplace. Nothing in these Terms shall be deemed to grant you any right to use the trademarks, trade names, service marks, or trade dress of FlowPress or its licensors and FlowPress hereby reserves all right, title and interest therein. For information on our trademarks, please see our Trademark and Logo Usage Policies.
You agree that if FlowPress does not exercise or enforce any legal right or remedy which is contained in these Terms (or which FlowPress has the benefit of under any applicable law), this will not be taken to be a formal waiver of FlowPress’s rights and that those rights or remedies will still be available to FlowPress.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms are invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable. EXPORT RESTRICTIONS. YOUR DISTRIBUTION OF WALKTHROUGHS ON THE SIDEKICK MARKETPLACE MAY BE SUBJECT TO CANADIAN EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OF WALKTHROUGHS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.
The rights granted in these Terms may not be assigned or transferred by you without the prior written approval of FlowPress. You are not permitted to delegate your responsibilities or obligations under these Terms without the prior written approval of FlowPress.
Governing Law and Jurisdiction
THESE TERMS, AND YOUR RELATIONSHIP WITH FLOWPRESS UNDER THESE TERMS, SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO IN CANAD WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. You and FlowPress agree to submit to the exclusive jurisdiction of the courts located within the city of Toronto, in the province of Ontario to resolve any legal matter arising from these Terms. Notwithstanding this, you agree that FlowPress shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.